If you are thinking about selling your business it pays to get the right advice before you commit to a sale.
We specialise in business law. We are experienced at it and aim to make it smooth and easy to understand.
We are regularly asked for advice on all aspects of buying a business, including:
- structure reviews – sophisticated buyers look for well structured, organised and prepared businesses. They are increasingly more comfortable with Share Purchase arrangements so if you are trading in a partnership, family discretionary trust or a unit trust, you may be better off rolling over into a company to make your business more attractive to a buyer. The cost-benefit should be assessed before any restructuring is implemented.
- confidentiality agreements – before sharing confidential information about your business, you should require the buyer and each key person who will be involved in a decision to buy your business to agree to maintain confidentiality.
- heads of agreement – if there are key commercial terms which you wish to reach agreement on before getting a contract prepared, a heads of agreement is recommended.
- type of sale – your structure and the buyer’s appetite for risk will largely determine whether you will have to sell your business assets (but retain its liabilities) or your equities (eg shares in a company or units in a unit trust).
- GST – if the sale is to be the sale of a going concern, you will need to transfer all things necessary for the buyer to continue your enterprise. Provided your tax advice is your sale will meet the ATO’s requirements for a going concern, there are key contractual terms that need to be addressed.
- due diligence – so that you are prepared, you can predict an issue that might be raised by a buyer, respond promptly to address any concern or take remedial action before it becomes a concern for a buyer. We recommend you engage us to do vendor due diligence.
- contract – we draft the most appropriate contract, advise on any legal issue raised by a buyer and negotiate amendments.
- employees – so you understand your legal obligations in relation to employees, transfer of business provisions of the Fair Work Act, transferable instruments, obligations when terminating an employees employment, redundancies and responding to employee claims.
- leasing – we liaise with your landlord to obtain consent to any assignment of your lease, advise on the landlord’s conditions of consent and advise on any lease surrender so the buyer can enter into a new lease with the landlord.
- PPSR – we search the Personal Property Securities Register (PPSR) for registered security interests which need to be released by completion and request the releases from your secured parties to ensure you will be ready for settlement.
- licensing – there are business licences that you can assign to a buyer so you need to know what you must do, the forms that need to be completed, the processes that you need to undertake to be ready at settlement. These will vary depending on the business and the licences required.
- transfers – we prepare the transfers and other documents that need to be completed and exchanged at or before settlement.
We prefer to work closely with your accountant who will provide you with tax advice. The tax consequences of selling a business can be significant. It pays to structure any sale as tax effectively as possible.